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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arista Power Inc (CE) | USOTC:ASPW | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
New York
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16-1610794
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Title of Securities to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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||||||||||||
Common Stock, par
value $.002 per share
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2,000,000 | (2) | $ | 0.15 | (3) | $ | 300,000 | (3) | $ |
38.64
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||||||
Total
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2,000,000 | $ |
38.64
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered shall be adjusted to include such additional indeterminate number of shares as may be issuable pursuant to the anti-dilution provisions of the Arista Power, Inc. 2008 Equity Incentive Plan, as Amended and Restated (the “Plan”).
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(2)
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Represents shares of Common Stock reserved for issuance pursuant to awards which may be granted under the Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, and based upon the average of the high and low reported prices of the shares of Common Stock of the Registrant (“Common Stock”) on the Over-The-Counter Bulletin Board on May 30, 2014.
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(a)
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Annual Report on Form 10-K, for the year ended December 31, 2013, filed with the Commission on March 31, 2014;
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(b)
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Quarterly Report on Form 10-Q, for the quarter ended March 31, 2014, filed with the Commission on May 15, 2014;
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(b)
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Current Reports on Form 8-K filed with the Commission on March 31, 2014 and June 2, 2014; and
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(c)
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The description of our Common Stock, $0.002 par value per share, in our registration statement on Form S-1/A, as filed with the Commission on October 21, 2009, including any amendment(s) or report(s) filed for the purpose of updating such description.
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4.1*
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Arista Power, Inc. 2008 Equity Incentive Plan, as Amended and Restated (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 11, 2014).
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4.2*
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Form of Arista Power, Inc. Stock Option Award Agreement with directors/employees/consultants under 2008 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.15 to the Registration Statement on Form S-1 of Arista Power, Inc. (f/k/a WindTamer Corporation) dated July 16, 2009).
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4.3*
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Form of Arista Power, Inc. Stock Award Agreement under 2008 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.2 to the Current Report on Form 8-K of Arista Power, Inc. (f/k/a WindTamer Corporation) dated December 17, 2009).
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5.1
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Opinion of Schwell Wimpfheimer & Associates LLP
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23.1
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Consent of EFP Rotenberg, LLP
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23.2
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Consent of Schwell Wimpfheimer & Associates LLP (included in Exhibit 5.1 hereto)
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24
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Powers of Attorney (included in signature page hereto)
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1.
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to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement;
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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2.
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that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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i.
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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ii.
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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iii.
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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iv.
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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4.
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insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of each issue.
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ARISTA POWER, INC.
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By:
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/s/ WILLIAM A. SCHMITZ
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William A. Schmitz
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ William A. Schmitz
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Chief Executive Officer and Director
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June 2, 2014
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William A. Schmitz
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(Principal Executive Officer)
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/s/ Molly Hedges
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Chief Financial Officer, Vice President of Finance and Treasurer
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Molly Hedges
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Dov Schwell
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Chairman of the Board and Director
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Dov Schwell
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/s/ Steven DiNunzio
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Director
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Steven DiNunzio
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Director
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Ira. A. Greenstein
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/s/ Mark Matthews
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Director
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Mark Matthews
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/s/ George Naselaris
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Director
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George Naselaris
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4.1*
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Arista Power, Inc. 2008 Equity Incentive Plan, as Amended and Restated (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 11, 2014).
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4.2*
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Form of Arista Power, Inc. Stock Option Award Agreement with directors/employees/consultants under 2008 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.15 to the Registration Statement on Form S-1 of Arista Power, Inc. (f/k/a WindTamer Corporation) dated July 16, 2009).
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4.3*
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Form of Arista Power, Inc. Stock Award Agreement under 2008 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.2 to the Current Report on Form 8-K of Arista Power, Inc. (f/k/a WindTamer Corporation) dated December 17, 2009).
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5.1
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Opinion of Schwell Wimpfheimer & Associates LLP
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23.1
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Consent of EFP Rotenberg, LLP
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23.2
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Consent of Schwell Wimpfheimer & Associates LLP (included in Exhibit 5.1 hereto)
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24
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Powers of Attorney (included in signature page hereto)
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1 Year Arista Power (CE) Chart |
1 Month Arista Power (CE) Chart |
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